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LLC Operating Agreement Template PDF Free Download
LLC Operating Agreement
Member(s) Capital Contributions
a.) Single Member Capital Contributions (Applies ONLY if Single-Member)
The Member(s) may make such capital contributions (each a “Capital Contribution”) in such
amounts and at such times as the Member(s) shall determine.
The Member(s) shall not be obligated to make any Capital Contributions.
The Member(s) may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes.
b.) Multi-Member (Applies ONLY if Multi-Member)
The Member(s) have contributed the following capital amounts to the Company as set forth below and are not obligated to make any additional capital contributions:
Member(s) shall have no right to withdraw or reduce their contributions to the capital of the Company until the Company has been terminated unless otherwise set forth herein.
Member(s) shall have no right to demand and receive any distribution from the Company in any form other than cash, and Member(s) shall not be entitled to interest on their capital contributions to the Company.
The liability of any Member(s) for the losses, debts, liabilities, and obligations of the Company shall be limited to the amount of the capital contribution of the Member(s) plus any distributions paid to such Member(s), such Member(s)’s share of any undistributed assets of the Company; and (only to the extent as might be required by applicable law) any amounts previously distributed to such Member(s) by the Company.
Management of the Company
The Company’s business and affairs shall be conducted and managed by the Member(s) in
accordance with this Agreement and the laws of the State of the Formation.
a.) Single-Member (Applies ONLY if Single-Member)
The Member(s) of the Company has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company or incur any expenditures on behalf of the Company.
The Member(s) shall not be liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court.
The Company is organized as a “member-managed” limited liability company.
The Member(s) is designated as the initial managing Member(s).
What You Need for Your Operating Agreement
In order to complete your Operating Agreement, you will need some basic information.
The formation date of your LLC.
The name and address of the Registered Office and Registered Agent.
The general business purpose of the LLC.
Member(s) percentages of ownership.
Names of the Members and their addresses.
Your final Operating Agreement is not “set in stone”. You can make changes as needed.
Making Changes to your Operating Agreement
One of the benefits of forming an LLC is the flexibility of managing your business.
The Operating Agreement is a working document that is meant to be fluid and allow for changes as your business grows.
If you want to make simple changes (such as a change of address for a member or changing your Registered Office or Registered Agent), you’ll need to revise the original Operating Agreement.
If, however, you need to make complex changes (for example one member purchases the interests of another member, or you decide to raise financing with investors), it is best to hire an attorney.
Making changes like these can have negative legal and tax consequences if done incorrectly.
Once all changes are made, you’ll need to print the new Operating Agreement and have all of the members sign it.
It is best practice to keep a copy of all versions of your Operating Agreement so you have a history of the changes that were made.
Multi-Member (Applies ONLY if Multi-Member)
Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation, and control of the business and affairs of the Company and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests.
Notwithstanding any other provision of this Agreement, the Member shall not, without the prior written consent of the unanimous vote or consent of the Member(s), sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Company.
Sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Company’s assets; mortgage, pledge or encumber the Company’s assets other than is expressly authorized by this Agreement.
Prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Company; lend any Company funds or other assets to any person or entity.
Establish any reserves for working capital repairs, replacements, improvements or any other purpose; confess a judgment against the Company; settle, compromise or release, discharge or pay any claim, demand or debt, including claims for insurance.
Approve a merger or consolidation of the Company with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Company.
The Member(s) shall receive such sums for compensation as Member(s) of the Company as may be determined from time to time by the affirmative vote or consent of Member(s) holding a majority of the Member(s)’ Percentage Interests.
|No. of Pages||15|
|PDF Size||5 MB|
LLC Operating Agreement Template PDF Free Download